This is a legally binding contract between you, the end user, and Ocali Software Inc.

Ocali Software Inc. ("OCALI" or "LICENSOR") LICENSES THE ENCLOSED SOFTWARE TO YOU ("USER" or "LICENSEE") ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE AGREEMENT. PLEASE READ THE TERMS CAREFULLY BEFORE OPENING THIS PACKAGE OR INSTALLING THE SOFTWARE, AS OPENING THE PACKAGE OR INSTALLING THE SOFTWARE WILL INDICATE THAT YOU ARE CAPABLE OF ENTERING INTO A LEGALLY BINDING AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, THEN LICENSOR IS UN-WILLING TO LICENSE THE SOFTWARE TO YOU, IN WHICH EVENT YOU SHOULD RETURN THE FULL PRODUCT WITH PROOF OF PURCHASE TO THE LICENSOR OR THE DEALER FROM WHOM IT WAS ACQUIRED WITHIN 30 DAYS OF PURCHASE, AND YOUR MONEY WILL BE REFUNDED.

The software that accompanies this license is the property of OCALI Software Inc. and is protected by copyright and other intellectual property law. Although OCALI at all times owns the Software, you will have certain rights to use the Software after your acceptance of this license.

You may only allow the specified number of Users to use the Software and documentation, as indicated as "Quantity" or "Number of Licenses" on the invoice, quotation or electronic confirmation issued by OCALI. "User(s)" means Licensee, if Licensee is an individual purchasing the Software for use at office or home (in which case Licensee's immediate family members residing in the same household shall not be considered additional Users), or, if Licensee is a business or commercial entity or government agency, its current employees. For qualifying educational institutions, "Users" also means faculty and staff teaching for or employed by Licensee and registered students enrolled at a single campus operated by Licensee. Subject to the limitations of this License, each authorised User may only use the Software on a central processing unit ("CPU"), workstation or portable, which is owned or controlled by Licensee;

You may, after written notice to OCALI, transfer the Software on a permanent basis to another person or entity, provided that you retain no copies of the Software and the transferee agrees to the terms of this agreement.

You may not rent, lease, distribute, license, or otherwise transfer the Software or its documentation to any other party. Licensee may make a reasonable number of back-up copies for archival purposes only. The Software contains copyrighted material, trade secrets and other proprietary material. If Licensee has the right to duplicate the Software for multiple Users, then Licensee must reproduce on all such copies of the Software the copyright notices and any other proprietary legends that were on the original copy of the Software.

You may not decompile, modify, reverse engineer, disassemble, make any attempt to discover the source code of the Software or otherwise reduce the Software to a human perceivable form, or to modify, network, or create derivative works based upon the Software or the documentation in whole or in part, nor permit any other party to do so.

Notwithstanding anything herein, if the Software is lawfully acquired within a jurisdiction which is a member of the European Union subject to the EEC Council Directive 91/250/EEC of May 14, 1991, Licensee agrees that within that jurisdiction it shall not, and shall not allow any party on Licensee's behalf to, attempt to reverse engineer or decompile the Software into another computer language, except as expressly and specifically provided in the EEC Council Directive 91/250/EEC of May 14, 1991. Any and all information obtained during such lawful reverse engineering and/or decompiling activities, including but not limited to, the organisation, logic, algorithms and processes of the Software, shall be deemed to be the confidential and proprietary information of OCALI Inc.

Licensee shall not make copies of the copyrighted Software documentation without the prior written permission of OCALI Inc. provided that for electronic transactions licensee may make one (1) hard copy of such documentation for each User.

The Software may communicate with OCALI servers from time to time to check for available updates to the Software, such as bug fixes, patches, enhanced functions, missing plug-ins and new versions (collectively, "Updates"). By installing the Software, you agree to automatically request and receive Updates.

You agree to comply with all local laws and regulations regarding the download, installation, use and transfer of the Software, including the requirements of the United States Department of Commerce (DOC) Export Administration Regulations (EAR) (see <http://www.bis.doc.gov>).

This License is effective until terminated. Licensee may terminate this License at any time by destroying all copies of the Software and its documentation. This License will terminate immediately without notice from OCALI if Licensee fails to comply with any provision of this License. Upon termination, Licensee must destroy all copies of the Software and its documentation and cease and desist from any further use of the Software.

Limited Warranty:
OCALI warrants that the media on which the Software is distributed will be free from defects, and that the Software shall perform substantially as described in its documentation for a period of sixty (60) days from purchase. Your sole remedy in the event of a breach of this warranty will be that OCALI will, at its option, replace any defective media returned to OCALI within the warranty period or refund the money you paid for the Software. OCALI does not warrant that the Software will meet your requirements or that operation of the Software will be uninterrupted or that the Software will be error-free.

(AA) THE ABOVE WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.

The above warranty DOES NOT apply to any beta software, any software made available for testing or demonstration purposes, any temporary software modules or any software for which OCALI does not receive a license fee. All such software products are provided AS IS without any warranty whatsoever.

(BB) Disclaimer of Damages:
REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL OCALI BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR SIMILAR DAMAGES, INCLUDING ANY LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE EVEN IF OCALI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO CASE SHALL OCALI Inc.'s LIABILITY EXCEED THE PURCHASE PRICE FOR THE SOFTWARE.

The provisions of sections AA and BB will survive the termination of this agreement, howsoever caused, but will not imply or create any continued right to use the software after termination of this agreement.

General:

This License constitutes the entire License between the parties with respect to the use of the Software. No amendment to or modification of this License will be binding unless in writing and signed by OCALI. If any portion hereof is found to be void or unenforceable, the remaining provisions of this License shall remain in full force and effect. This agreement is governed by, and shall be construed in accordance with, the laws of Republic of Turkey. Should you have any questions concerning this Agreement, or if you desire to contact OCALI Inc. for any reason, please write to: OCALI YAZILIM A.S., IYTE A1 Binasi No. 12 Urla Izmir, Turkey.